Sono International Co., Ltd. v. TFI Tutti LLC

• Court: Supreme Court of Delaware
• Decided: April 27, 2026
• Docket: 34, 2026
• Status: Published

Opinion

IN THE SUPREME COURT OF THE STATE OF DELAWARE

SONO INTERNATIONAL CO., § LTD., § No. 34, 2026 § Defendant Below, § Court Below–Superior Court Appellant, § of the State of Delaware § v. § C.A. No. N23C-03-122 § TFI TUTTI LLC, WOO YONG § CHOI, and FLORIS TUTTI § INTERNATIONAL, INC., § § Plaintiffs Below, § Appellees. §

Submitted: March 2, 2026 Decided: April 27, 2026

Before TRAYNOR, LEGROW, and GRIFFITHS, Justices.

ORDER

After consideration of the notice and supplemental notice of appeal from an

interlocutory order and their exhibits, it appears to the Court that:

(1) Sono International Co., Ltd., a Korean company, approached Woo

Yong Choi, an experienced and successful businessman, to help it enter the United

States market. The parties agreed that Choi and his company, TFI Tutti LLC, would

use their industry relationships and real estate contacts to advance the expansion

while Sono International—through its subsidiary, Sono America, Inc.—would

supply the necessary capital. In 2016, the agreement was reduced to writing through the formation of Daemyung Tutti, LLC and the execution of a Joint Venture

Agreement (the “JVA”) between TFI Tutti and Sono America. The JVA contains a

forum-selection clause that requires any action arising under the JVA be brought in

Delaware.

(2) In 2023, the plaintiffs filed suit against Sono America, asserting a range

of claims, including breach of the JVA, fraud and misrepresentation, tortious

interference with contract, and breach of the implied covenant of good faith and fair

dealing. Sono America moved to dismiss the non-breach-of-contract claims. The

Superior Court granted the motion, narrowing the case to a breach of contract dispute

between the plaintiffs and Sono America. The plaintiffs then filed a second amended

complaint, adding Sono International as a defendant, from which the plaintiffs

sought relief under a veil-piercing/alter-ego theory.1 Sono International moved to

dismiss, arguing that the Superior Court could not exercise personal jurisdiction over

it.

(3) On December 19, 2025, the Superior Court denied Sono International’s

motion (the “Decision”). Given the allegations in the operative complaint—namely,

“that Sono America was completely dominated and controlled by Sono

International; that Sono International provided funds whenever requested; that all

1 Because the Court of Chancery has subject matter jurisdiction over this equitable claim, the Chief Justice of the Supreme Court designated the Superior Court judge assigned to the Superior Court action to sit as a Vice Chancellor to hear it. 2 material decisions were made by Sono International; that Sono America observed

no separate corporate formalities; that [Sono America] had no independent business

or financial base; and that [Sono America’s] three employees exercised no

independent decision-making authority”—the court concluded that it could exercise

personal jurisdiction over Sono International under the alter-ego theory.2

(4) Sono International asked the Superior Court to certify an interlocutory

appeal of the Decision under Supreme Court Rule 42. Although Sono International

conceded that the Decision did not relate to the merits of the underlying litigation, it

maintained that interlocutory review was justified because the Decision “violate[d]

two fundamental Delaware precepts: (1) the State’s core policy of respecting the

corporate form; and (2) the State’s long-held embrace of the contractarian principle

that only a signatory to a contract is bound by the contract.”3 Of the Rule 42(b)(iii)

factors, Sono International expressly argued that factor H (interlocutory review

would serve considerations of justice) weighed in favor of certification. The

plaintiffs opposed the application.

(5) On February 27, 2026, the Superior Court denied the application. 4 As

a preliminary matter, the Superior Court concluded that the Decision did not decide

a substantial of material importance meriting review before a final judgment—a

2 TFI Tutti LLC v. Sono Am., Inc., 2025 WL 3688737, at *4–7 (Del. Super. Dec. 19, 2025). 3 Notice of Appeal, Ex. B at 7. 4 TFI Tutti LLC v. Sono Am., Inc., 2026 WL 560363 (Del. Super. Feb. 27, 2026). 3 threshold finding under Rule 42—because it did not affect the merits of the

plaintiffs’ claims. And the court disagreed with Sono International’s suggestion that

the court’s pleading-stage personal-jurisdictional analysis involved anything other

than the application of well-settled law to the unique facts of this case. Noting that

it could end its analysis there, the court nevertheless addressed the considerations-

of-justice factor cited by Sono International, concluding that it did not weigh in favor

of certification. The court also considered the Rule 42(b)(iii) factors to which Sono

International had alluded in its application and held that the Decision was not in

conflict with other trial court decisions and that interlocutory review would not end

the underlying litigation. Finally, the court determined that any benefits of

interlocutory review were outweighed by the probable costs. We agree with the

Superior Court’s reasoning.

(6) Applications for interlocutory review are addressed to the sound

discretion of the Court.5 Giving due weight to the Superior Court’s analysis and in

the exercise of our discretion, this Court has concluded that the application for

interlocutory review does not meet the strict standards for certification under

Supreme Court Rule 42(b). Exceptional circumstances that would merit

interlocutory review of the Superior Court’s decision do not exist in this case,6 and

5 Del. Supr. Ct. R. 42(d)(v). 6 Del. Supr. Ct. R. 42(b)(ii). 4 the potential benefits of interlocutory review do not outweigh the inefficiency,

disruption, and probable costs caused by an interlocutory appeal.7

NOW, THEREFORE, IT IS ORDERED that the interlocutory appeal is

REFUSED.

BY THE COURT:

/s/ Abigail M. LeGrow Justice

7 Del. Supr. Ct. R. 42(b)(iii). 5